Thomas G Sategna Form 4 PNM RESOURCES / THOMAS G SATEGNA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SATEGNA THOMAS G

(Last) (First) (Middle)

CORPORATE HEADQUARTERS

MS 1275

(Street)

ALBUQUERQUE NM 87158-1275

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PNM RESOURCES INC [ PNM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP AND CORP CNTRL

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2015		S		5,565	D	$27.44	0	D
Common Stock	03/12/2015		M		6,000	A	$27.52(1)	6,000	D
Common Stock	03/12/2015		S		6,000	D	$28.02	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Shares	(2)	03/10/2015		I			6,993.605	(2)	(2)	Common Stock	6,993.605	(2)	6,201.873(3)	I	PNM Common Stock Fund - PNM Resources Executive Savings Plan II
Restricted Stock Rights	(4)							(5)	(5)	Common Stock	2,384		2,384	D
Stock Options	$27.52(1)	03/12/2015		M			6,000	(6)	(7)	Common Stock	6,000	$0	6,000	D

Explanation of Responses:

1. Based on the closing price on the date of the grant.

2. The phantom stock shares acquired under the PNM Resources, Inc. Executive Savings Plan II convert to common stock on a one-for-one basis. Mr. Sategna exercised his right to transfer the value of a portion of his phantom stock shares acquired under the PNM Resources, Inc. Executive Savings Plan II into an alternative investment fund.

3. Total represents phantom stock shares of PNM Resources, Inc. Common Stock held under the PNM Resources, Inc. Executive Savings Plan II as of March 10, 2015 (after giving effect to the transfer described in footnote 1 above).

4. Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.

5. The restricted stock units vest in three equal annual installments from the grant dates. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).

6. Stock options were awarded on multiple dates. The exercise price associated with each stock option award was based on the closing price of PNM Resources, Inc. common stock on the date of the grant.

7. The options expire 10 years from the grant date.

Remarks:

	Jim Acosta, POA for Thomas G. Sategna	03/12/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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